EX-4.2



 





Exhibit 4.2




SUPPLEMENTAL INDENTURE




     Supplemental Indenture (this “Supplemental Indenture”), dated as of
December 10, 2004, among Options Publishing, LLC, a Delaware limited liability
company (the “Guaranteeing Subsidiary”), a subsidiary of Haights Cross
Operating Company (or its permitted successor), a Delaware corporation (the
“Company”), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and Wells Fargo Bank, N.A., as trustee under the indenture
referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of August 20, 2003 providing for the
issuance of 113⁄4% Senior Notes due 2011 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture, including but limited to
Article 10 thereof.



     3. Execution and Delivery. Each Guarantor agrees that the Note Guarantees
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.



     4. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder, member or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any other Guarantor under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the SEC that such a waiver is against public policy.



     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO



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THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.



     6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.



     7. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.



     8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.



     Dated:
December 10, 2004



	 	 	 	 	 
	 	 	OPTIONS PUBLISHING, LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Paul J. Crecca
	

	 	 	 	

	

	 	 	 	Name: Paul J. Crecca
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	HAIGHTS CROSS COMMUNICATIONS, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ Paul J. Crecca
	

	 	 	 	

	

	 	 	 	Name: Paul J. Crecca
	

	 	 	 	Title: Executive Vice President
	 
	 	 	 	 
	 	 	HAIGHTS CROSS OPERATING COMPANY
	 
	 	 	 	 
	

	 	By:	 	/s/ Paul J. Crecca
	

	 	 	 	

	

	 	 	 	Name: Paul J. Crecca
	

	 	 	 	Title: Executive Vice President
	 
	 	 	 	 
	 	 	SUNDANCE/NEWBRIDGE EDUCATIONAL PUBLISHING, LLC
	 	 	CHELSEA HOUSE PUBLISHERS, LLC
	 	 	RECORDED BOOKS, LLC
	 	 	TRIUMPH LEARNING, LLC
	 	 	OAKSTONE PUBLISHING, LLC
	 	 	THE CORIOLIS GROUP, LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Paul J. Crecca
	

	 	 	 	

	

	 	 	 	Name: Paul J. Crecca
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	W F HOWES LIMITED
	 
	 	 	 	 
	

	 	By:	 	/s/ Neil Tress
	

	 	 	 	

	

	 	 	 	Name: Neil Tress
	

	 	 	 	Title: Secretary







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	 	 	WELLS FARGO BANK, N.A.

as Trustee
	 
	 	 	 	 
	

	 	By:	 	/s/ Joseph O'Donnell
	

	 	 	 	

	

	 	 	 	Authorized Signatory








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